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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _______________ to _________________
Commission File Number 0-25294
A. Full title of the plan and the address of the plan, if different from that
of the issuer name below:
RIVIANA FOODS INC. SAVINGS PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
RIVIANA FOODS INC.
2777 ALLEN PARKWAY
HOUSTON, TEXAS 77019
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<PAGE>
RIVIANA FOODS INC. SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Public Accountants
Statements of Net Assets Available for Plan Benefits as of December 31, 1999 and
1998
Statement of Changes in Net Assets Available for Plan Benefits for the Year
Ended December 31, 1999
Notes to Financial Statements
Schedule of Assets Held for Investment Purposes as of December 31, 1999
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of
the Riviana Foods Inc. Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Riviana Foods Inc. Savings Plan (the Plan) as of December 31,
1999 and 1998, and the related statement of changes in net assets available for
plan benefits for the year ended December 31, 1999. These financial statements
and the supplemental schedule referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and supplemental schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits of the Plan as
of December 31, 1999 and 1998, and the changes in net assets available for Plan
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999, is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in our audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
June 23, 2000
<PAGE>
RIVIANA FOODS INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
1999 1998
------------ ------------
ASSETS:
Investments, at fair value .................. $ 36,018,709 $ 31,629,994
Cash, noninterest-bearing ................... 321 --
Receivables-
Employer contributions .................... 153,561 165,215
Employee contributions .................... 61,755 58,074
Accrued interest .......................... 527 --
------------ ------------
Total receivables ..... 215,843 223,289
------------ ------------
Total assets .......... 36,234,873 31,853,283
LIABILITIES:
Accrued expenses ............................ -- (24,214)
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS ........ $ 36,234,873 $ 31,829,069
============ ============
The accompanying notes are an integral part of
these financial statements.
<PAGE>
RIVIANA FOODS INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
EMPLOYER CONTRIBUTIONS ......................................... $ 616,277
EMPLOYEE CONTRIBUTIONS ......................................... 1,595,829
ROLLOVERS ...................................................... 322,483
INTEREST ....................................................... 160,578
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS:
Common/collective trust funds ................................ 3,695,430
Common stock ................................................. (34,798)
------------
Total net appreciation in fair value of investments .. 3,660,632
BENEFIT PAYMENTS AND WITHDRAWALS ............................... (1,949,815)
ADMINSTRATIVE EXPENSES ......................................... (180)
------------
NET INCREASE IN NET ASSETS ..................................... 4,405,804
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Beginning of year ............................................ 31,829,069
------------
End of year .................................................. $ 36,234,873
============
The accompanying notes are an integral part of
this financial statement.
<PAGE>
RIVIANA FOODS INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. THE PLAN:
---------
The following description of the Riviana Foods Inc. Savings Plan (the Plan)
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL
The Plan is for the exclusive benefit of the participating employees of Riviana
Foods Inc. (the Company or the Employer) and their beneficiaries. The Plan is
administered by an administrative committee (the Administrative Committee) which
is appointed by the board of directors of the Company. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974, as
amended (ERISA).
TRUSTEE
Merrill Lynch Trust Company, FSB (Merrill Lynch), is the trustee of the
Plan.
ELIGIBILITY
Employees become eligible to participate in the Plan at the beginning of the
month following completion of six months of service during which they completed
500 hours or more of service.
CONTRIBUTIONS
The Plan, under Section 401(k) of the Internal Revenue Code of 1986, as amended
(the Code), permits employees to make pretax contributions to the Plan. On a
pretax basis, participants may contribute, by payroll deduction, 1 percent to 16
percent of their base pay. In addition, the employer contributes an amount equal
to 55 percent of employee pretax contributions up to 6 percent of their base
pay. On an after-tax basis, participants may contribute, by payroll deduction, 1
percent to 16 percent of their base pay. In addition, the employer contributes
an amount equal to 50 percent of employee after-tax contributions up to 6
percent of their base pay. Total employee contributions to both options may not
exceed 16 percent of the employee's base pay.
To be eligible for employer matching on pretax contributions, participants must
contribute on a pretax basis during the Plan quarter, be employed by the
employer at quarter-end and must not have taken a hardship withdrawal during the
quarter. To be eligible for employer matching on after-tax contributions,
participants must contribute on an after-tax basis during the Plan quarter, be
employed by the employer at quarter-end and must not have taken an after-tax
savings withdrawal during the quarter. As specified by the Plan, total employer
matching, on either pretax or after-tax, cannot exceed the matching on a total
of 6 percent of each participant's base pay. Matching contributions on pretax
contributions will be matched first. All employer matching contributions are
made after the end of each quarter.
<PAGE>
INVESTMENT OPTIONS
The Plan provides for contributions to be invested among nine common/collective
trust funds and the Company's common stock in accordance with participant
investment elections.
LOANS
Participants may obtain loans secured by the pledge of the participant's right,
title and interest in the Plan. The interest rate on loans is based on bank
prime lending rates at the time of the loan, plus 1 percent. The loans are
subject to certain limitations in the Plan's provisions.
METHOD OF ALLOCATION
The net income or loss on each fund is allocated daily to participants in the
proportion of their balances to the total fund balance.
BENEFIT PAYMENTS AND WITHDRAWALS
Participants who terminate for any reason other than death, disability or
retirement (age 65) are entitled to receive the value in their employer and
employee contribution accounts on or before the Plan quarter-end coinciding with
or the Plan quarter-end preceding termination of service, plus all employee
contributions subsequent to the previous Plan quarter-end. Participants
terminating as a result of death, disability or retirement are entitled to
receive the entire value of their employer and employee contribution accounts
coinciding with or on the next Plan quarter-end following termination of
service. A participant may elect to receive benefits in the form of a lump-sum
payment or periodic installments where the participant chooses the frequency of
payment, not to exceed the life expectancy of the participant and spouse.
VESTING
Participants are fully vested in their contributions and any employer
contributions applied to their accounts as well as any earnings thereon.
EXPENSES
Plan expenses are paid either by the Company or by the Plan if not paid by the
Company. For the year ended December 31, 1999, the Company paid for
substantially all Plan expenses.
2. SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------
BASIS OF ACCOUNTING
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting. The preparation of the financial statements in
accordance with accounting principles generally accepted in the United States
requires management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results could differ
from those estimates.
INVESTMENTS
Investments are reported at fair value. The Company's common stock is valued
based upon quoted market prices. The common/collective trust funds are valued by
the issuer based upon the market price of the underlying investments. The
Merrill Lynch Income Accumulation Fund, which invests primarily in guaranteed
investment contracts (GIC's), synthetic GIC's and US government securities, is
fully benefit-responsive and had an average yield of 5.94 percent for the year
ended December 31, 1999. Participant loans are valued at cost, which
approximates fair value.
<PAGE>
Realized gains (losses) on the sale of investments and unrealized appreciation
(depreciation) in the fair value of investments are shown as net appreciation
(depreciation) in fair value of investments in the statement of changes in net
assets available for plan benefits.
NEW ACCOUNTING PRONOUNCEMENTS
During 1999, the Plan adopted Statement of Position (SOP) 99-3, "Accounting for
and Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters," which eliminates the requirement for a defined contribution
plan to disclose participant-directed investment programs and units of
participation. As such, certain prior year disclosures concerning
participant-directed investment programs and units of participation have been
omitted from these financial statements.
3. RISK AND UNCERTAINTIES:
-----------------------
The Plan provides for various investments in the Company's common stock and
common/collective trust funds. Investment securities, in general, are exposed to
various risks, such as interest rate, credit and overall market volatility. Due
to the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities will
occur in the near term.
4. INVESTMENTS:
------------
The following presents investments that represent 5 percent or more of the
Plan's net assets:
DECEMBER 31
--------------------------
1999 1998
---------- ----------
Asset Allocation Fund $8,632,660 $7,664,448
Merrill Lynch Income Accumulation Fund 10,149,275 9,478,201
Participant loans 1,930,089 1,786,125
S&P 500 Stock Fund 13,217,995 11,150,376
5. FEDERAL INCOME TAX:
-------------------
The Plan obtained its latest determination letter on May 9, 1995, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Code. Therefore, no provision
for income taxes has been included in the Plan's financial statements. The
Administrative Committee believes that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the Code and
the related trust was tax-exempt as of December 31, 1999 and 1998.
6. PLAN TERMINATION:
-----------------
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event the Plan is terminated,
all accounts will become payable in full.
7. RELATED-PARTY TRANSACTIONS:
---------------------------
Certain Plan investments are managed by Merrill Lynch or one of its
subsidiaries. Merrill Lynch is the trustee of the Plan and, therefore, these
transactions qualify as party-in-interest transactions.
<PAGE>
SCHEDULE
RIVIANA FOODS INC. SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION OF CURRENT
IDENTITY OF ISSUE INVESTMENT SHARES COST VALUE
--------------------------------- ------------------------ ------- ---- -----------
<S> <C> <C> <C> <C>
Merrill Lynch Trust Company, FSB* Income Accumulation Fund 646,764 (a) $10,149,275
BZW Barclays Global Investors* S&P 500 Stock Fund 232,057 (a) 13,217,995
BZW Barclays Global Investors* Asset Allocation Fund 237,031 (a) 8,632,660
BZW Barclays Global Investors* Life Path Income Fund 579 (a) 8,852
BZW Barclays Global Investors* Life Path 2010 Fund 11,892 (a) 225,707
BZW Barclays Global Investors* Life Path 2020 Fund 6,546 (a) 146,508
BZW Barclays Global Investors* Life Path 2030 Fund 4,919 (a) 122,928
BZW Barclays Global Investors* Life Path 2040 Fund 9,242 (a) 263,552
BZW Barclays Global Investors* Bond Index Fund 65,365 (a) 1,115,788
Riviana Foods Inc.* Common stock 24,360 (a) 205,355
The Plan* Participant loans,
outstanding
principal of loans
to participants at
various interest
rates from 8.75%
to 9.5% 1,930,089
-----------
Total assets held
for investment
purposes $36,018,709
===========
</TABLE>
*Indicates a party in interest.
(a) Cost omitted for participant-directed investments.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator has duly caused this annual report to be signed on its behalf by
the undersigned, hereunto duly authorized.
RIVIANA FOODS INC. SAVINGS PLAN
(Name of Plan)
Date JUNE 27, 2000 By /s/ JACK M. NOLINGBERG
------------------ --------------------------------
Jack M. Nolingberg
VICE PRESIDENT
Date JUNE 27, 2000 By /s/ E. WAYNE RAY, JR.
------------------ --------------------------------
E. Wayne Ray, Jr.
VICE PRESIDENT, CHIEF
FINANCIAL OFFICER, TREASURER
AND DIRECTOR
Date JUNE 27, 2000
------------------ * FRANK A. GODCHAUX III
CHAIRMAN OF THE BOARD
Date JUNE 27, 2000 By /s/ JOSEPH A. HAFNER, JR.
------------------ --------------------------------
Joseph A. Hafner, Jr.
CHIEF EXECUTIVE OFFICER,
PRESIDENT AND DIRECTOR
Date JUNE 27, 2000 By /s/ W. DAVID HANKS
------------------ ------------------------------
W. David Hanks
EXECUTIVE VICE PRESIDENT
AND DIRECTOR
Date JUNE 27, 2000 *By /s/ ELIZABETH B. WOODARD
------------------ ------------------------------
Elizabeth B. Woodard
(AS ATTORNEY-IN-FACT
FOR THE PERSON INDICATED)
